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Do You Need An Upgrade?
Plot Rook, Alan and Maryana are fighting Rojo and four of her allies. Alan is in his Pyronite form. fending off Rook: Do not let the loot get out of your grasp, you hear me? 1: We'll try! Alan: You mean try and fail. Rook shifts his Proto-Tool into a quantum staff. Rook: You do not have much time for freedom, Joey. Rojo: My...name...is...Rojo! Tiny cannons appear on her wrists. She uses the cannons to shoot laser at the Proto-Tool. It falls to the ground. Rook motions for it. Rojo: Afraid to fight with your fists, Blue Boy? Rook: Hardly. He uppercuts Rojo and nudges her with force, making her hit a wall. Rook: I have won. mimicking Rook: Hardly. She flies towards Rook and punches him. Not too far away, Alan and Maryana are fighting Rojo's gang members. 2, as Member 4 falls to the ground: Get as much of the money as possible. The third member runs out of the mint through a hole in the wall. Alan: One of 'em's getting away! He tries running after her, but the first member uses her blaster to shoot laser at him. The third member smirks and looks back at the mint. She suddenly hits a wall and falls to the ground. The wall shapeshifts back into Bloxx. Bloxx: I'm not gonna let you thugs get away that easily. He runs into the mint and assesses the scene. Rook and Rojo are engaging in hand-to-hand combat, Alan and Maryana are fending off the first, second and fourth members, and the mint is in a bad physical condition. Rook: Ben! Assist us! Bloxx: I'll do more than that. He transforms in a flash of green light. Terraspin: Terraspin! He retracts his head into his shell and blows wind all over the place. Rojo and her gang members are thrown against the wall. his flames being put out: Ben, don't! The money! The money on the conveyor belts fly all over the place. Rojo: Money for days! Terraspin stops spinning and his head pops out of his shell. Terraspin: There's only one thing to do. He is engulfed in green light, transforming. Upgrade: Upgrade! He merges with Rojo's suit. punching Rojo in the face: Stop hitting yourself! Why are you hitting yourself? Rojo: You...wouldn't want a repeat of six years ago, would you? Upgrade: That was different. He punches Rojo once more, and unmerges from Rojo's suit. She falls to the ground unconscious. Upgrade: Anyone else want to get beat up? Rojo's gang members raise their arms in the air, dropping the bags of money and surrendering. Ben and his team are watching as policemen are handcuffing Rojo and her gang members. A few construction workers are rebuilding the mint. Ben: Well, it's been a good battle, but I need to go back to sleep. Maryana: Wait, Ben, what happened six years ago? rubbing the back of his neck: Heh. Long story. Flashback. Young Ben and Past Max are in the Rust Bucket, riding around. Young Ben is sitting on the passenger seat. Ben: I can't wait to get to the convention! Max: I thought I'd give you a little treat. Extraterrestrial abilities aside, you deserve to live a normal life as an 11-year old boy. Ben: Yeah, I guess I do. Good thing Gwen isn't here to ruin the fun for once. Where is she, anyway? Max: She's having a slumber party. Ben: (snickers) Like it'd be a success. Max: Gwen's a girl after all, Ben. Girls know how to throw slumber parties. Two police cars bypass the Rust Bucket, alarms sounding. Ben: Police cars? Let's follow 'em, Gramps. Max, sighing: Alright, if you insist. He speeds up and tailgates the police cars to Bellwood Bank. Ben: Bank robbery? Piece of cake. Max: Ben, think. They might be armed. Ben: Yeah? Well I am too. He removes his seatbelt. Max: I'm not letting you go in alone. Ben: Well, then...park or something. He runs to the back of the Rust Bucket and twists the dial of the Omnitrix, scrolling through a few of his alien forms, such as Wildmutt and Ditto. He stops when he sees Diamondhead's icon. Ben: Diamondhead for the win! He is engulfed in green light and transforms into a mushroom-like alien. Ben: What on Earth is this? (observes himself) He does look good, though. I'll call him...Fung-Eye! The Rust Bucket comes to a stop. Fung-Eye walks towards the door and opens it, running towards the bank. He enters it, only to see members of Rojo's gang fighting four policemen. 1: Hey, freak! Are you in league with these criminals? Fung-Eye: No! I've come to stop them. 3: Well, then stop them! Fung-Eye: Uh...sure, but get out of here, quick! I'll handle this. 2, falling to the ground after being hit by Member 1: We're not leaving the fate of this bank in the hands of some freak. Fung-Eye: Just go, before you get blasted to bits. The policemen regroup and nod at Fung-Eye, leaving the bank in their cars. Fung-Eye runs towards Member 1 and punches her in the stomach. She falls down, clutching her stomach. Fung-Eye: Whoa! A heavy hitter? Sweet! Members 2, 3 and 4 jump at him. Fung-Eye: AHH! Fung-Eye punches the ground. Some vines come out of it and trap the members. Fung-Eye: Now- Fung-Eye times out in a flash of green light, and the vines retract into the ground. Members 2, 3 and 4 fall to the ground with a thud. 4: My back! Ben: Let's find your leader. Past Max enters the bank. Ben: Grandpa, I think I recognize these guys. Remember last year when you got attacked by Rojo? Past Max nods, and the pair run to the back door and into a basement, the vault of the bank, where Past Rojo is stealing money. She is wearing her Ultimate Alien armor. Ben: Hey, Rojo! Rojo, turning around: You! I remember you! You think you can get away from what you did?! Ben: Um...pretty much. Past Rojo drops the money and heads for Young Ben, but Past Max blocks her. Max, shaking his head: Over my dead body. Rojo: Gladly. Young Ben's Omnitrix glows green, and he turns the dial, hitting it and transforming into Upgrade. Upgrade: Leave Grandpa Max alone! Past Rojo backs away and clenches her fist. Upgrade: Oh, yeah! Now, you're goin' down. Upgrade merges with Past Rojo's biking armor. Upgrade starts hitting Past Rojo. Upgrade: Why are you hitting yourself, why ar- Suddenly, all the lines on Upgrade turn red. Upgrade: What's happening? Rojo: You seriously thought I would fall for the same mistake again? Now, you'll help me get away! Upgrade tries to unmerge, but he is electrocuted. Rojo's gauntlets start glowing red. Upgrade: Run, Grandpa, run! Past Max runs to the corner of the room.'! Rojo: Now, you're dead, little boy! in a deep, distorted voice: I don't think so. Upgrade punches Past Rojo in the face, and slams her against the ground. Max: Ben, cool your jets! Upgrade unmerges with Past Rojo and stares at Past Max. He shoots laser at the ground near Past Max. Upgrade: That was a warning shot. Stay out of the way or the next one won't be. Max: That voice...Malware! Major Events *Rojo and her gang make their first reappearances. *Bloxx and Terraspin make their first reappearances. *Upgrade makes his first reappearance by 17-year old Ben and 11-year old Ben. *11-year old Ben and 61-year old Max make their first reappearances. *Fung-Eye makes his first appearance by 11-year old Ben. Characters *Ben Tennyson (17 and 11-year old selves (first reappearance, flashback)) *Rook Blonko *Alan Albright *Maryana Autumn *Max Tennyson (61-year old self, first reappearance, flashback) Villains *Rojo (first reappearance) **Rojo's Gang (first reappearance) Aliens Used By 17-year old Ben *Bloxx (first reappearance) *Terraspin (first reappearance) *Upgrade (first reappearance by 17-year old Ben) By 11-year old Ben *Fung-Eye (first appearance by 11-year old Ben, unintentional transformation, selected alien was Diamondhead) *Upgrade (first reappearance by 11-year old Ben) Trivia *Rojo's gang members in this episode are the ones from the original series and Ultimate Alien. Category:Episodes Category:Ben 10: Ultimate Omniverse (Ulti)